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GOVERNANCE OF THE INSTITUTE

2.1 General Provisions Regarding the Governance of the Institute.

The Institute has a Board of Trustees and a Board of Directors.

2.2 Board of Trustees.

The Institute enjoys the patronage of a group of prominent individuals who have distinguished themselves as philanthropists, professionals, business leaders, academics, media experts, and artists who are deeply interested in the Institution and committed to raising public consciousness about the Project. These individuals are invited by the Board of Directors to serve as Trustees of the Institute. The Board of Trustees is imbued with the responsibility to ensure and enhance the financial health and resources of the Institute through the financial contributions of its members and/or other fundraising vehicles and endeavors. The Board of Trustees will be kept apprised of the activities of the Institute on a regular basis and will in turn provide guidance to the Board at its semiannual meetings.

(A) Qualifications. To qualify for selection as a Trustee of the Institute by the Board of Directors, the individual must:

(i) be an upstanding member of the community;

(ii) support the mission, promote the interests of the Institute, and help raise public consciousness about the Project; and

(iii) contribute funds to the Institute and/or help the Institute to raise funds by encouraging other individuals and institutions to support it financially.”

(B) Numbers. There are no limits to the number of Trustees invited to serve on the Board of Trustees of the Institute.

(C) Acceptance. The Board of Directors shall accept as a Trustee any person who:

(i) meets the qualifications set out in Section 2.2 (A); and
(ii) is nominated by any of the members of the Board of Trustees or Board of Directors of the Institute and receives the vote of the majority of both Board of Trustees and Board of Directors then in office.

(D) Term. Each Trustee shall serve a two-year term and until his or her successor has been duly chosen and qualified, or until his or her earlier death, incapacity, resignation, or removal. There are no limits as to the number of terms a Trustee can serve so long as the Trustee meets the qualifications set forth in Section 2.2 (A) unless a Trustee is earlier removed in accordance with Section 2.2 (G) or resigns in accordance with Section 2.2 (H).

(E) Good Standing.

(i) Good standing is defined as individual Trustee’s ability to meet the qualifications listed in Section 2.2 (A). Such standing will be evaluated regularly by the Board of Trustees and Board of Directors.

(ii) Only the Board of Directors, by an affirmative vote of two-thirds of the Directors then in office, may determine that a Trustee is not in compliance with Section 2.2 (A).

(F) Rights. Each Trustee in good standing has the right:

(i) to vote in the election of the Board of Directors of the Institute;

(ii) to participate in the annual meeting of the Trustees where the Trustees are briefed on the progress of the Institute; and

(iii) to be recognized in all publications, websites, brochures and all other documents of the Institute as the Trustees of the Institute with all the stature that such designation entails.

(G) Removal. Any Trustee may be removed as a Trustee of the Institute for cause or after a determination that continued association of such Trustee would be detrimental to the best interests of the Institute upon the affirmative vote of two-third of the Directors then in office and the affirmative vote of two-thirds of all the Trustees then in good standing.

(H) Resignation. Any Trustee may resign as a member of the Institute at any time by giving written notice to the Institute.

(I) Meeting of the Board of Trustees.

(i) Annual Meeting. A meeting of the Trustees shall be held in conjunction with the annual meeting of the Board of Directors for the transaction of such business as may properly come before the Trustees and, in alternate years, for the election of the Board of Directors.

(ii) Special Meetings. Special meeting of Trustees may be called at any time by the Board of Directors or the Editor-in-Chief. Special meetings of the Trustees may also be convened by Trustees entitled to cast one-third of the total number of votes entitled to be cast at such meetings; these Trustees may, in writing addressed to the Executive Director of the Institute, demand the call of a special meeting specifying the date thereof.

(iii) The Executive Director of the Institute upon receiving the written demand described in either Section 2.2 (I) (i) or Section 2.2 (I) (ii) shall promptly give notice of such meeting, or if the Executive Director fails to do so within ten days thereafter, any Trustee signing such demand may give such notice.

(J) Time and Place of Meetings. Meetings of the Trustees may be held on such date and time and at such place as is stated in the notice of the meeting.

(K) Notice of Meetings.

(i) Written notice of each meeting of the Trustees must be given to the Trustees in good standing stating the date, time and place of the meeting and in the case of a special meeting, the purposes for which the meeting is called.

(ii) The written notice of any meeting must be given not less than 30 days nor more than 60 days before the meeting.

(iii) Notice must be either delivered personally to each Trustee or mailed (including sending of a facsimile or electronic message) to his or her address as it appears in the records of the Institute. If such notice is given (a) by mail, it is deemed delivered when deposited in the U.S. mail properly addressed and with postage prepaid thereon; (b) by telephone facsimile transmission, it is deemed delivered upon the transmitter’s receipt of confirmation of such transmission; (c) by electronic mail message, it is deemed delivered when sent. An affidavit of the Executive Director that the notice has been property given is, in the absence of fraud, prima facie evidence of the facts stated therein.

(iv) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Trustees may transact any business, which might have been transacted at the original meeting. Notwithstanding the foregoing, if the adjournment is for more than 30 days, a notice of the adjourned meeting must be given to each Trustee in good standing.

(v) Whenever notice is required to be given by law, the Certificate of Incorporation or these By-Laws, a written waiver of such notice, signed by the Trustee entitled to such notice, whether before or after the time stated therein shall be deemed equivalent to notice.

(vi) The attendance of a Trustee at the meeting constitutes a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

(vii) Neither the business to be transacted at, nor the purpose of any annual or special meeting of the Trustees need be specified in any written waiver of notice.

(M) Quorum.

(i) One-fifth of the Trustees present in person at a meeting constitutes a quorum of the Trustees. Withdrawal of a Trustee from a meeting shall not cause the failure of a duly constituted quorum.

(ii) Any Trustee may participate in a meeting by means of telephone conference or by any means of communication by which all persons participating in the meeting are able simultaneously to hear one another. Such participation constitutes presence in person at the meeting.

(iii) The Trustee may not act by proxy.

(N) Vote. Except as otherwise provided by these By-Laws, the affirmative vote of a majority of the Trustees present in person at a meeting at which there is a quorum is the act of the Trustees.

(O) Action Without Meeting.

(i) Any action required or permitted to be taken by the Board of Trustees at any annual or special meeting may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is signed and delivered to the Institute (including by electronic transmission) by the Trustees having not less than the two- thirds of the votes that would be necessary to authorize or take such action at a meeting at which all Trustees having a right to vote thereon were present and voted.

(ii) Every written consent must bear the date of signature of each Trustee who signs the consent, and no consent is effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent
delivered to the Institute, written consents signed by a sufficient numbers of Trustees to take action are delivered to the Institute (including by electronic transmission). Prompt written notice of the taking of the action without a meeting by less than unanimous written consent must be given to those Trustees who have not consented in writing.

2.3 Board of Directors.

The governing body of the Institute shall be its Board of Directors. The Board of Directors shall manage, control and direct the affairs and property of the Institute. The Board of Directors shall have, and may exercise, any and all powers provided in the Not-for-Profit Corporation Law of the Bavaria or the Certificate of Incorporation that are necessary or convenient to carry out the purposes of the Institute. The fiduciary responsibility for the affairs of the Institute resides with the Board of Directors, as distinguished from the Board of Trustees. The Board of Directors, as the ultimate responsible body for the Institute, in consultation with the Board of Trustees, shall be the custodian of the Institute’s assets, including its intellectual property.

(A) Qualifications. To qualify for acceptance as a Director of the Institute, a nominee must:

(i) be an upstanding member of the community, as determined by the Board of Directors; and

(ii) support the mission and promote the interests of the Institute.

(B) Numbers. The authorized number of Directors shall be not less than eleven (11) and not more than twenty-one (21).

(C) Term.

(i) Each Director shall serve a three-year term and until his or her successor has been duly chosen and qualified, or until his or her earlier death, incapacity, resignation, or removal.

(ii) One-half of the Board of Directors shall be elected every two years.

(iii) There are no limits as to the number of terms a Director can serve so long as the Director meets the qualifications set forth in Section 2.3 (A) unless a Director is earlier removed in accordance with Section 2.3 (I) or resigns in accordance with Section 2.3 (J).

(D) Composition of the Board.

(i) The Board of Directors shall be composed of a Chair, Vice Chair, President, Editor-in-Chief, Executive Director, a Treasurer, Counsel, and
members from academia as well as diverse fields, such as business, law, finance, communication and media, arts and information technology.

(ii) The President, Editor-in-Chief, Executive Director, Treasurer and Counsel to the Institute shall serve as an ex-officio member of the Board of Directors.

(E) Nomination.

(i) Prior to each biennial election of Directors, the Nominating Committee of the Board of Directors shall nominate a slate of qualified candidates for consideration by the Board of Trustees as well as the Board of Directors.

(ii) The Board of Directors, by majority vote, must approve each individual candidate prior to the slate’s submission to the vote of the Board of Trustees and Board of Directors.

(iii) The candidate can include members of the Board of Trustees. (F) Election.

(iv) Every other year at the annual meetings of the Board of Trustees and the Board of Directors, a majority of the members of the Trustees and Directors shall elect Directors of the Institute from among the candidates named by the Nominating Committee.

(v) Each Trustee and Director shall cast a number of ballots equal to the number of authorized Directors standing for election less the number of ex-officio Directors.

(G) P ersonal Nature of Directors ’ Duties . Because Directors’ duties are personal, no Director of the Institute may:

(i) sell, assign, or otherwise transfer his or her Directorship; or

(ii) act by proxy at any meeting of the Board of Directors.

(H) Vacancies. Any vacancy on the Board of Directors, including a vacancy caused by a Director’s resignation or removal, or otherwise, shall be filled for the remainder of the term by the Board of Directors at its next meeting.

(I) Removal. The Board of Directors may remove a Director, with or without cause, by the affirmative vote of two-thirds of the Directors then in office.

(J) Resignation. A Director may resign at any time by giving notice thereof in writing to the Board of Directors, the Editor-in-Chief, or the Executive  Director.

(K) Compensation. Directors will not receive any compensation, discounts or commissions for services they render to the Institute.

(L) Meeting of the Board of Directors.

(i) Annual Meeting. The Board of Directors must hold semiannual meetings, including one regular joint meeting with the Board of Trustees.

(ii) Special Meetings. Special meeting of the Board of Directors may be called at any time by a majority of Directors, the Editor-in-Chief, or the Executive Director acting on behalf of the Board of Directors.

(iii) Agenda. The agenda for any meeting will be set by the Chair of the
Board of Directors in consultation with the Executive Committee.

(M) Time and Place of Meetings. The Chair shall designate the date, time and place of all meetings of the Board of Directors.

(N) Notice of Meetings.

(i) At least thirty-days’ written notice must be given to each Director of each regular meeting of the Board of Directors, unless the Board of Directors by resolution adopts a regular schedule for such meetings in which case no additional notice is required.

(ii) Notice of a meeting of the Board of Directors must specify the date, time, and place of the meeting, as well as the purpose for the meeting or the business to be conducted and publish for the Directors an agenda no less than thirty-days in advance of such a meeting.

(iii) A special meeting of the Board of Directors may be held upon ten-days’ written notice. The requirement of notice, as set forth in Section 2.3 (N) (ii), shall not apply to special meetings.

(iv) Notice must be either delivered personally to each Director or mailed (including sending of a facsimile or electronic message) to his or her address as it appears in the records of the Institute. If such notice is given (a) by mail, it is deemed delivered when deposited in the German mail properly addressed and with postage prepaid thereon; (b) by telephone facsimile transmission, it is deemed delivered upon the transmitter’s receipt of confirmation of such transmission; (c) by electronic mail message, it is deemed delivered when sent. An affidavit of the Executive Director that the notice has been property given is, in the absence of fraud, prima facie evidence of the facts stated therein.

(v) Notwithstanding the foregoing, a Director may waive notice of any meeting of the Board of Directors by (a) written statement given to the Board of Directors, the Editor-in-Chief, or the Executive Director; (b) oral statement at any such meeting; or (c) attendance at a meeting of the Board of Directors, except when a Director states at the beginning of a meeting that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.

(O) Quorum.

(i) A majority of the number of Directors then in office constitutes a quorum for the transaction of business at any meeting of the Board of Directors, except that if a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting to another time that quorum can be established without further requirement of official notice. Withdrawal of any Director from a meeting of the Board of Directors shall not cause the failure of a duly constituted quorum.

(ii) Any Director may participate in a meeting by means of telephone conference or by any means of communication by which all persons participating in the meeting are able simultaneously to hear one another. Such participation constitutes presence in person at the meeting.

(P) Vote. Except as otherwise provided by law or these By-Laws, all matters presented to the Board of Directors for action must be decided by the affirmative vote of a majority of the Directors present at a meeting at which there is a quorum.

(Q) Action Without Meeting.

(i) Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the text of the resolution or matter to be considered is sent to all the Directors in office and all Directors in office consent to such action in writing (including electronic transmission).

(ii) Such consent in writing (including by electronic transmission) has the same force and effect as a vote of the Board of Directors at a meeting and may be described as such in any document executed by the Institute.

COMMITTEES OF THE BOARD OF DIRECTORS

3.1 Establishment of Committees.

(A) The Board of Directors may create one or more committees, each consisting of one or more Directors, and may delegate to these committees any of the powers of the Board of Directors, except the power to:

(i) amend or repeal the Certificate of Incorporation;

(ii) amend or repeal the By-Laws;

(iii) approve any merger involving the Institute; (iv) approve the dissolution of the Institute;

(v) approve the sale or exchange of all or substantially all of the assets of the
Institute; or

(vi) elect, appoint, or remove any Director, Trustee, any member of a committee of the Board of Directors, or any member of the Institute.

(B) Each committee may exercise only the authority granted to it by these By-Laws or the Board of Directors’ resolution authorizing its creation.

(C) All committee members of any committee of the Board of Directors shall serve at the pleasure of the Board of Directors and any or all of the committee members may be removed by action of the Directors.

(D) A committee member may resign from a committee of the Board of Directors by providing written notice to the Executive Director and Chairman of the Board of Directors.

(E) The resignation or removal of a committee member is without prejudice to the
committee member’s rights as a Director of the Institute.

3.2 Standing Committees.

(A) Unless otherwise provided by resolution of the Board of Directors, the
Institute may form the following standing committees:

(i) Executive Committee;

(ii) Finance Committee;

(iii) Audit Committee;

(iv)Fundraising &Marketing Committee;

(v) Academic Committee; and

(vi)Nominating Committee.

(B) Each standing committee has the purposes, powers, and duties described in its charter, subject to approval by the Board of Directors.

(C) Unless otherwise provided by these By-Laws, members of a standing committee are elected annually by the Board of Directors at its regular annual meeting and upon the nomination of the Chair and the Vice Chair.

3.3 Executive Committee.

(A) The seven-member Executive Committee shall be chaired by the Chair of the Board of Directors and composed of the Vice Chair, Editor-in-Chief, Treasurer, Chair of the Fundraising Committee, Executive Director and one other person at the discretion of the Chair of the Board of Directors.

(B) The Executive Committee acts for the full Board of Directors in between meetings or in the event of an emergency. The Editor-in-Chief and the Executive Director shall have access to the Executive Committee for consultation as needed.

(C) The Executive Committee shall meet regularly on a monthly basis and more frequently as needed.

3.4 Finance Committee.

(A) The Finance Committee shall be chaired by the Treasurer. Other members are selected from the Board of Directors with investment and finance expertise.

(B) The Finance Committee is responsible to assess and advise the Board of Directors on all financial matters relating to the Institute. The Committee shall have oversight over the endowment of the Institute. It shall also, in conjunction with the Fundraising Committee, review and present to the Board of Directors for approval the Institute’s annual operational budget as prepared by the Executive Director.

(C) The Finance Committee shall meet regularly on a monthly basis and more frequently as needed.

3.5 Audit Committee.

(A) The Audit Committee shall be chaired by the Treasurer. Other members are selected from the Board of Directors with investment and finance expertise.

(B) In light of various guidelines for Not-for-Profit Boards as promulgated by the Attorney General of the State of Bavaria, the Audit Committee is responsible to audit the Institute’s affairs on an on-going basis.

(C) The Audit Committee shall meet regularly on a monthly basis and more frequently as needed.

3.6 Fundraising & Marketing Committee.

(A) The Fundraising & Marketing Committee shall be composed of members of Board of Directors and Board of Trustees and shall be chaired by the Chair. The Committee, if deemed essential, may invite and include non-Directors as its members.

(B) The Fundraising & Marketing Committee is responsible for (i) devising a fundraising strategy, (ii) developing a plan to reach the Institute’s endowment goal, (iii) organizing fundraising events, (iv) marketing the Institute, and (v) overseeing the Institutes’ Website.

(C) The Fundraising Committee shall meet regularly and frequently, as needed.

3.7 Academic Committee.

(A) The Academic Committee shall be chaired by the Editor-in-Chief. This Committee shall be composed of members of Board of Directors with academic or communication & media background and those with expertise in the field of Kurdish studies.

(B) The Academic Committee advises the Board of Directors on scholarly matters related to the research and publication of the Encyclopaedia Kurdistanica. The Committee shall act as a sounding board to the Editor-in-Chief in dandifying resources, attracting researchers, selecting authors, editors and academic advisors, as needed, for the timely execution of the Encyclopaedia Kurdistanica.

(C) The Academic Committee advises the Board of Directors on development of online products and other internet-based modes of outreach aimed at increasing the usage of the Institution among young researchers.

(D) The Academic Committee will take the lead in managing the Encyclopaedia
Kurdistanica’s website.

(E) The Academic Committee shall meet regularly and frequently, as needed.

3.8 Nominating Committee.

(A) The Nominating Committee shall be composed of the number of 5 to 8 members of Board of Directors.

(B) The Nominating Committee is responsible for identifying suitable candidates to serve on the Board of Directors as well as the Board of Trustees. The Committee shall nominate up to twelve candidates every other year, nine of which will be selected by both the Board of Trustees and the Board of Directors to serve as Directors of the Institute. Committee members, at their own discretion, shall contact the nominees before the selection and seek their consent.

(C) The Nominating Committee shall meet regularly and frequently, as needed.

3.9 Cultural Artistic Committee.

(A) The Cultural-Artistic Committee shall be composed of the members of the Board of Directors with Cultural and Artistic background and those individuals who have expertise in the culture and arts of the Kurdish societies.

(B) The Cultural-Artistic committee is responsible for establishing cultural-Artistic events, photography and painting exhibitions, poetry reading, concert, theater, and alike, holding conferences, workshops and cultural-artistic background courses as well as meetings and publishing its productions.

(C) This committee shall co-operate in the administrative business of the website of the
Institute.

(D) The Cultural-Artistic committee shall meet regularly and frequently, as needed.

3.10 Committee Rules.

(A) Except as otherwise provided by law, these By-Laws, or a resolution of the Board of Directors, each committee of the Board of Directors may make, alter, and repeal rules for the conduct of its business.

(B) A majority of the authorized number of members of each committee of the Board of Directors constitutes a quorum for the transaction of business by such committee.

(C) A matter that receives the affirmative vote of a majority of the members of each committee of the Board of Directors present at a meeting at which there is a quorum is the act of such committee.

(D) Each committee of the Board of Directors shall keep minutes of its meetings. (E) Copies of the minutes of each such meeting must be filed with the Institute’s records and supplied to the Board of Directors within seven days of the date of each such meeting.

3.11 Formation of Friends of Institute.

To encourage the efforts of individuals in various cities to support the goals and mission of the Institute, the Board of Directors may form one or more committees as “Friends of Institute.” The Board of Directors will set the guidelines for fundraising activities of said committees, while the Board of Trustees will enforce such guidelines and supervise all the committees’ fundraising efforts.

OFFICERS

4.1 Officers.

(A) The officers of the Corporation are a Chair and a Vice Chair of the Board, a President, an Editor-in-Chief, an Executive Director, a Treasurer, and such other officers as may be elected or appointed from time to time by the Board of Directors.

(B) Officers whose authority and duties are not prescribed in these By-Laws have the authority to perform the duties prescribed by the resolution of the Board of Directors.

(C) Any two or more offices may be held by the same person, with the exception that neither the Editor-in-Chief nor the Executive Editor may serve as Chair of the Board.

4.2 Term of Office.

(A) The term of office of all officers of the Institute begins upon their election or appointment and continues until their respective successors are elected and qualified or until their earlier death, resignation, or removal.

(B) An officer of the Institute may resign by giving written notice to the President of Institute and Chair of the Board of Trustees. The resignation is effective upon receipt by the Institute or at a subsequent time specified in
the notice of resignation.

4.3 Compensation.

The officers of the Institute, with the exception of the Chair, Vice Chair and the Treasurer, may receive reasonable compensation for their service as fixed by the Board of Directors.

4.4 Removal.

The Board of Directors may remove any officer of the Institute elected or appointed by the Board of Directors for any reason. The removal of an officer of the Institute is without prejudice to the contract rights, if any, of the person so removed.

4.5 Vacancies.

(A) A vacancy in any office of the Institute must be filled by the Board of Directors without undue delay at its annual meeting or at a special meeting called for that purpose.

(B) In the event of the absence or disability of any officer of the Institute, the Board of Directors may delegate his or her powers and duties to any other officers of the Institute.

4.6 Chair of the Board.

(A) The Chair of the Board of Directors must be selected from the Directors and be a Trustee. The affirmative vote of the majority of the Directors by secret ballot will elect the Chair. The Chair shall also act as chair of the Board of Trustees.

(B) The Chair of the Board must preside at all meetings of the Board of Directors as well as those of the Board of Trustees.

(C) The Chair of the Board shall have such other powers and duties as may be prescribed by the Board of Directors.

4.7 Vice Chair of the Board.

(A) The Vice Chair of the Board must be selected from the Directors. The affirmative vote of the majority of the Directors by secret ballot will elect the Vice Chair.

(B) In the absence of the Chair, the Vice Chair of the Board must preside at all meetings of the Board of Directors as well as those of the Board of Trustees.

(C) The Vice Chair of the Board shall have such other powers and duties as may be
prescribed by the Board of Directors.

4.8 President.

(A) The President is the Chief Executive Officer of the Institute. The President shall be appointed by the Board of Directors for his or her organizational and management acumen. The President is a Director of the Institute ex officio (as described in Section 2.3 (D) (ii)). In the absence of the Chair and the Vice Chair, the President shall preside at all meetings of the Board of Directors as well as those of the Board of Trustees.

(B) The President has charge of the business and affairs of the Institute, subject to the direction and control of the Board of Directors, and shall see that the resolutions and directives of the Board of Directors are carried into effect except in those instances in which responsibility is assigned to some other person by the Board of Directors.

(C) The President may execute on behalf of the Institute any contracts or other instruments which the Board of Directors has authorized to be executed, and he or she may accomplish such execution either under or without the seal of the Institute and either individually or with the Editor-in-Chief, Executive Director or any officer of the Institute thereunto authorized by the Board of Directors, according to the requirements of the form of the instrument, except in those instances in which the authority to execute is expressly delegated to another officer of the Institute or a different mode of execution is expressly prescribed by the Board of Directors.

(D) In collaboration with the Editor-in-Chief and the Executive Director, the President shall develop for the approval of the Board of Directors a strategic plan in connection with the execution of the Encyclopedia Kurdistanica.

(E) The President shall delegate the day-to-day operation of the Institute to the
Executive Director.

4.9 Editor-in-Chief.

(A) The Editor-in-Chief shall be appointed by the Board of Directors for his or her in- depth knowledge of Kurdish Societies. The Editor-in-Chief is a Director of the Institute ex officio (as described in Section 2.3 (D) (ii)).

(B) The Editor-in-Chief has charge of the academic and editorial affairs of the Institute. The Editor-in-Chief is responsible to hire and manage the editorial staff and oversee the research and publication of the Institution and assure its continuation as a scholarly and vibrant data bank dealing with all aspects of Kurdish culture and history in its widest temporal and spatial context.

4.10 Executive Director.

(A) The Executive Director is the Chief Operating Officer and Secretary of the Institute. The Executive Director shall be appointed by the Board of Directors for his or her managerial skills. The Executive Director is a Director of the Institute ex officio (as described in Section 2.3 (D) (ii)) and shall attend all meetings of the Board of Directors as well as those of Board of Trustees and record all votes and the minutes of all proceedings in the minute books of the Institute.

(B) The Executive Director shall give, or cause to be given, notice of all meetings of the Board of Directors and the Board of Trustees for which notice is required. The Executive Director shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Executive Director acts.

(C) The Executive Director manages the day-to-day operations of the Institute and reports to the President. The Executive Director hires and supervises the administrative staff of the Institute. The Executive Director is responsible to administer the operational budget of the Institute.

(D) The Executive Director shall be responsible to record minutes of the meetings and distribute the same for the approval of the Directors prior to each of the semi- annual Board of Directors’ meetings.

4.11 Treasurer.

(A) The Treasurer must be selected from the Directors for his or her financial and investment expertise. The affirmative vote of the majority of the Directors by secret ballot will elect the Treasurer.

(B) The Treasurer chairs the Finance and the Audit Committees. The Treasurer shall oversee and be responsible for all financial matters of the Institute and shall advise the Board of Directors accordingly.

(C) The Treasurer will review and oversee the operational budget of the Institute.

(D) The Treasurer will review and oversee the externally managed investment of the Institute’s endowment.

(E) The Treasurer will review and oversee the Institute’s annual financial reports and tax filings

INDEMNIFICATION AND INSURANCE

5.1 Indemnification.

The Institute shall, except as provided in or limited by Section
5.3 and Section 5.4 of these By-Laws, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, including any actions to enforce such person’s rights granted by this Section 5.1 against the Institute, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a request of the Institute as a director, officer, employee, or agent of another Institute, corporation, partnership, limited liability company, joint venture, trust, or other enterprise, and shall advance expenses to such person reasonably incurred in connection therewith, to the fullest extent permitted by the relevant provisions of the Not-for-Profit
Corporation Law of the State of Bavaria, as such law presently exists or may hereafter be amended. The Institute shall be required to indemnify a person in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors.

5.2 Insurance.

The Institute may, but is not required to, purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Institute, or who is or was serving at the request of the Institute as a director, officer, employee, or agent of another Institute, corporation, partnership, limited liability company, joint venture, trust, or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Institute would have the power to indemnify him or her against such liability under the provisions of this Section 5.

5.3 Certain Limitations on Indemnification.

In no case may the Institute indemnify or reimburse any person for any taxes on such individual under Section —- of the Internal Revenue Code of ———, as amended, or under the comparable or corresponding provisions of any future German internal revenue laws.

5.4 Indemnification from Other Sources.

The Institute’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, or agent of another Institute, corporation, partnership, limited liability company, joint venture, trust, or other enterprise must be reduced by any amount such person collects as indemnification from such Institute, corporation, partnership, limited liability company, joint venture, trust or other enterprise.

MISCELLANEOUS PROVISIONS

6.1 Books and Records. The Institute must keep:

(A) correct and complete books and records of account; and

(B) minutes and other records of the proceedings of its Board of Trustees, Board of Directors, and the committees of the Board of Directors.

6.2 Fiscal Year.

The fiscal year of the Institute shall end on December 31 unless otherwise specified by the resolution of the Board of Directors.

6.3 Cause. For purposes of these By-Laws, “cause” means:

(A) conviction of any felony offense; or

(B) the commission of an act involving fraud, dishonesty, or moral turpitude.

6.4 Amendments.

(A) Certificate of Incorporation. The Certificate of Incorporation of the Institute may be amended in whole or in part by an affirmative vote of two- third of the Directors then in office and otherwise in accordance with the procedure set out in Section — of the Business Corporation Law of the State of Bavaria.

(B) By-Laws. These By-Laws may be amended, altered, or repealed, and new By-Laws may be adopted by an affirmative vote of the majority of the Directors then in office.

6.5 Loans to Trustees, Directors or Officers.

No loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in the public offerings, or through ordinary deposit of funds in a bank, shall be made by the Institute to its trustees or officers, or to any other corporation, firm, association or other entity in which one or more of its directors or officers are Trustees or officers of the Institute, or hold a substantial financial interest.

6.6 Management of the Institute Endowment.

The endowment of the Institute will be managed externally by third party fund managers as recommended by the Finance Committee and approved by the Board of Directors.

6.7 Disbursement of Funds.

Except for the expenses of the activities that the Institute will undertake to benefit the Institution, such as organizing benefit dinners, live and silent auctions and the like, all of which will have to be approved by the Executive Committee, all monies received on behalf of the Institution by the Institute will be divided in two; half will be paid to the institutional base of the Institute for the current expenses of the Institution and also in order to receive matching funds, and the other half will be paid into the endowment fund to be established for the Institution until such fund has reached the level deemed adequate by the Board of Directors. The disbursement of all monies received on behalf of the Institution and the disbursement of all monies from the endowment will require the joint signatures of the President, the Executive Director and the Treasurer of the Institute.

6.8 Bank Account of the Institute.

Institute may have one or more bank accounts for its special Use of its principal office or any of the other offices in another cities, according to the regional finance regulations of the places that the office works in. The disbursement of all monies received on behalf of the Institute and the disbursement of all monies from the endowment will require the joint signatures of the President, the Executive Director and the Treasurer of the Institute.